Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF)
(Frankfurt: B4IF) (the "Company" or "Goliath") is pleased
to announce the closing of its previously announced "best-efforts"
upsized private placement (the "
Offering") for
gross proceeds of C$9,650,000, which includes the full exercise of
the Agent’s Option for gross proceeds of C$1,150,000. Under the
Offering, the Company sold 9,650,000 flow-through units to
charitable purchasers (each, a "
Charity FT Unit")
at a price of C$1.00 per Charity FT Unit (the "
Offering
Price"). Red Cloud Securities Inc. (the
"
Agent") acted as sole agent and bookrunner under
the Offering.
Each Charity FT Unit consists of one common
share of the Company (each, a "Common Share")
issued as a "flow-through share" within the meaning of the Income
Tax Act (Canada) (each, a "FT Share") and one half
of one common share purchase warrant (each whole warrant, a
"Warrant"). Each whole Warrant shall entitle the
holder to purchase one Common Share at a price of C$0.92 at any
time on or before May 18, 2025.
Proceeds from the sale of FT Shares will be used
to incur "Canadian exploration expenses" as defined in subsection
66.1 (6) of the Income Tax Act (Canada) and "flow through mining
expenditures" as defined in subsection 127(9) of the Income Tax Act
(Canada) (the "Qualifying Expenditures"). Such
proceeds will be renounced to the subscribers of Charity FT Units
with an effective date not later than December 31, 2023, in the
aggregate amount of not less than the total amount of gross
proceeds raised from the issue of FT Shares.
The Company intends to use most of the proceeds
from the Offering for Qualifying Expenditures for exploration and
drilling at its new Surebet discovery at its 100% controlled
Golddigger property located in the Golden Triangle, British
Columbia.
6,150,000 Charity FT Units were sold pursuant to
the listed issuer financing exemption under Part 5A of NI 45-106 –
Prospectus Exemptions (the "Listed Issuer Financing
Exemption"). Pursuant to applicable Canadian securities
laws, the Common Shares issuable from these 6,150,000 Charity FT
Units will be immediately freely tradeable under the Listed Issuer
Financing Exemption for Canadian purchasers. The remaining
3,500,000 Charity FT Units sold under the Offering will be subject
to a four-month restricted period in Canada ending on September 19,
2023.
In connection with the Offering, the Company
paid to the Agent a cash commission totaling C$437,250 and issued
to the Agent 437,250 warrants of the Company (each, a
"Compensation Warrant"). Each Compensation Warrant
shall entitle the holder thereof to purchase one Common Share at a
price of C$0.75 at any time on or before May 18, 2025. In addition,
the Company paid to a Finder a cash commission totaling $90,000 and
issued to the Finder 90,000 Warrants (each, a "Finders
Warrant"). Each Finders Warrant shall entitle the holder
thereof to purchase one Common Share at a price of C$0.75 at any
time on or before May 18, 2025.
The securities described herein have not been,
and will not be, registered under the United States Securities Act,
or any state securities laws, and accordingly may not be offered or
sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About Goliath Resources
Limited
Goliath Resources Limited is an explorer of
precious metals in the prolific Golden Triangle of
northwestern British Columbia and Abitibi Greenstone Belt of
Quebec. All its projects are in world class geological settings and
geopolitical safe jurisdictions amenable to mining in Canada. The
new high-grade gold-silver Surebet discovery at its 100% controlled
Golddigger Property located in the Golden Triangle, British
Columbia is its flagship project.
For more information please
contact: Goliath Resources Limited Mr. Roger
Rosmus Founder and CEOTel:
+1-416-488-2887roger@goliathresources.comwww.goliathresourcesltd.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange), nor the OTCQB Venture Market
accepts responsibility for the adequacy or accuracy of this
release.
Certain statements contained in this news
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on Goliath’s
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. In
particular, this news release contains forward-looking information
relating to, among other things, the ability of Company to conduct
drilling to expand the footprint of its new Surebet discovery and
its ability to build value for its shareholders as it develops its
mining properties. Various assumptions or factors are typically
applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information. Those
assumptions and factors are based on information currently
available to Goliath. Although such statements are based on
management's reasonable assumptions, there can be no assurance that
the proposed transactions will occur, or that if the proposed
transactions do occur, will be completed on the terms described
above.
The forward-looking information contained in
this news release is made as of the date hereof and Goliath is not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties and assumptions contained herein, investors
should not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
This announcement does not constitute an offer,
invitation, or recommendation to subscribe for or purchase any
securities and neither this announcement nor anything contained in
it shall form the basis of any contract or commitment. In
particular, this announcement does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United
States, or in any other jurisdiction in which such an offer would
be illegal.
The securities referred to herein have not been
and will not be will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws and may not be offered or sold within the
United States or to or for the account or benefit of a U.S. person
(as defined in Regulation S under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT
CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
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